The Ohio University Board of Trustees By-Laws as Amended

Revised January 23, 2009

Revised February 8, 2008

Revised July 14, 1989

Revised June 23, 1990

Revised September 20, 2002

Revised December 17, 2004

Article I. Corporate Authority and By-Laws

Section 1. Since by Federal and State law, there shall be and forever remain in the said university, a body politic and corporate, by the name and state of The President and Trustees of the Ohio University in the name and style of The Ohio University. The Ohio University Board of Trustees, hereinafter referred to as the Board, chooses to be governed by these By-Laws and the applicable provisions of Ohio law.

Section 2. The adoption of these By-Laws by the Board automatically nullifies all previous By-Laws.

Section 3. No By-Laws shall be enacted, amended, or repealed, except by a majority vote (5 votes) of the Board, and then only after thirty (30) days notice of a proposed change has been given to all members.

Section 4. The two student trustees, serving in accordance with Section 3337.01 (B) Ohio Revised Code (ORC), and the two national trustees and the chair/representative of the Ohio University Alumni Association Board of Directors, who are appointed by the Board, may not vote on Board matters but their opinions and advice will be actively solicited and welcomed in Board deliberations.

Article II. Officers of the Board

Section 1. Officers of the Board shall be as follows:

(a) Chairperson

(b) Vice-Chairperson

(c) Secretary

(d) Treasurer

Section 2. The Chairperson shall preside at all meetings of the Board, and unless otherwise directed by the Board, shall have the authority to appoint members of and fill vacancies on all standing and special committees. He or she shall serve as Chairperson of the Executive Committee. Subject to these By-Laws, he or she shall fix the date and time of all regular, special, and emergency meetings, and perform such other duties as may be pertinent to the office of the Chairperson.

Section 3. The Vice-Chairperson, in the absence or incapacity of the Chairperson, shall assume the duties and obligations of the Chairperson.

Section 4. The Secretary shall keep minutes of all Board meetings and shall promptly distribute copies to all Board members. He or she shall be responsible for the orderly preservation of all records pertaining to Board business, and shall perform all other duties usual to the office or imposed by the Chairperson or by Board action.

Section 5. The Treasurer shall be responsible for the fiscal management of the University, including supporting budget preparation, the preparation of all officially required financial reports, investments, coordination of audits with auditors, including federal and state auditors, relationships with financial reporting agencies, and all other financial responsibilities generally or specifically assigned by the Board or the President.

Article III. Election of Officers

Section 1. The Chairperson, Vice-Chairperson, Secretary, and Treasurer shall be elected annually by the Board.

Section 2. The Chairperson and Vice-Chairperson shall each serve for one year and shall be eligible for re-election to their respective offices for a period up to three (3) years. The Secretary and the Treasurer shall be eligible for annual election to these offices without a yearly limitation.

Article IV. The President and Presidential Duties

Section 1. On the basis of mutual good faith and any contractual relationship pointing to continuous service, the President of the University shall be elected from year to year, and shall be entitled at all times to one (1) year severance notice or one (1) year salary if terminated.

Section 2. The President shall attend all meetings of the Board and shall, in an advisory capacity, have a voice in its deliberations. He or she shall have the authority to initiate any subject at Board meetings.

Section 3. The President shall be responsible to the Board for the administration and discipline of the University.

Article V. Meetings

Section 1. Regular Meetings. The Board shall hold no fewer than four (4) regular meetings a year, with the date and time fixed in accordance with the provisions of Article II. Section 2.

Section 2. Special and Emergency Meetings. Special and emergency meetings may be held upon the call of the Chairperson or upon the written request of three (3) Board members to the Secretary.

Section 3. Notice of Meetings. The Secretary shall notify all Board members and the President at least five days in advance of all regular and special meetings and at least one day in advance of all emergency meetings. The policy designated "Notification Procedures for Meetings," which has been adopted by the Board pursuant to Section 121.22 (P) ORC, is hereby incorporated by reference into this section, and the Secretary shall carry out his or her responsibilities under that policy in accordance with its provision for all meetings.

Section 4. Attendance. It shall be the policy of the Board to require full attendance at all meetings of the Board and committees in accordance with Section 3.17 ORC. Excuses for absence from meetings shall be communicated to the Secretary at least two (2) days before meetings. Persistent unreasonable absences in violation of Ohio law shall be cause, at the pleasure of the Chairperson, for reporting such delinquency to the appropriate authority of the State of Ohio.

Section 5. Quorum. For the purpose of doing business, a majority (5 members) of the Board membership shall constitute a quorum; however, a vote of two-thirds (6 votes) of the Board members shall be necessary to elect or remove a President; and a vote of a majority (5 votes) of the Board members shall be necessary to authorize the sale or lease of a University building or the planned demolition of a University building.

Section 6. Agenda. The Chairperson of the Board or the President of the University, except for emergency meeting, shall prepare and place in the hands of the Secretary a suggested agenda of each Board meeting in time for the Secretary to include it in the notice provided for in Section 3 of this Article.

Article VI. Standing and Special Committees

Section 1. Standing Committees of the Board, consisting of no fewer than three (3) members each, shall be appointed annually or for longer terms by the Chairperson of the Board, and each Standing Committee shall consider and make recommendations for action by the Board on the various policy matters enumerated below as follows:

(a) University Academics. Responsibilities will include the academic plan; enrollment management; student life; intercollegiate athletics; diversity; research and technology transfer policies and activities; information technology; communications and marketing; academic appointments; promotion and tenure policies and procedures; academic program reviews; and awarding of degrees.

(b) University Resources. Responsibilities will include financial operations; business organization and practices; human resources; university advancement; relations with local, state, and federal legislative and administrative agencies; recommending of the schedule of tuition and fees; borrowing of funds; naming, location, planning, construction, and maintenance and renovation of the University’s facilities and grounds; the purchase, sale and lease of lands and buildings; reviewing and monitoring of all investments including the endowment; contract oversight on public utilities and other large contracts; and recommending of investment policy, advising the Board on investments and appointment of investment advisors to assure compliance with Section 3345.05 ORC.

(c) Audit. Responsibilities will include the oversight of the internal audit functions, annual or other periodic audits of financial operations, the recommendation of the appointment of an external audit firm to the Board of Trustees, the receipts of the reports of the internal auditor and the external audit firm, and the university’s accountability and compliance procedures.

(d) Governance. Responsibilities will include the recommendation of general governance policies and procedures, the nomination of Board officers and recommendation of candidates for future trustees and national trustees.  At the last meeting in each fiscal year, the Committee shall review these Bylaws to determine whether any changes are appropriate and shall recommend any such changes to the Board of Trustees.

(e) Executive. Responsibilities will include consulting with the President on the appointment of executive officers and business not specifically assigned to another Standing or Special Committee.

Section 2. The Executive Committee shall be made up of the Chair and Vice Chair of the Board of Trustees and the Chairs of University Academics and University Resources Committees and have broad powers to act in all matters not deemed by the Chairperson of the Board and the President of the University as of importance to command the immediate attention of the entire Board. All actions of the Executive Committee shall be subject to approval by the Board, except those wherein the Board has delegated to the Executive Committee or the President full power to act for the Board.

Section 3. Special committees may be appointed by the Chairperson of the Board for the purpose as the Board may deem necessary.

Section 4. The Chairperson of the Board and the President or designee shall be ex-officio members of all Standing Committees and Special Committees; however, neither is eligible to serve as a voting member of a Standing or Special Committee, in his or her ex-officio capacity.

Article VII. Parliamentary Authority

Section 1. When not in conflict with any of the provisions of these By-Laws, the Robert’s Rules of Order Newly Revised shall govern the proceedings of the Board.